Abstract : This study investigates the criteria an operational commander must examine to decide if he should conduct a voluntary retrograde operation. The Army's current doctrine addresses how to conduct a retrograde but not why. The aim of this study is to demonstrate why a retrograde operation could be an important tool used by an operational commander to orchestrate his campaign effectively. Initially, to acquire some insights about the capabilities and benefits to be derived from retrograde operations, this study will discuss the axioms of three notable military theorists. Next, is an historical analysis based on three successful retrograde operations conducted during the Second World War. These campaigns begin with Erwin Rommel's 1941 withdrawal in North Africa. Erich von Manstein's winter campaign on the Russian front in 1942-43 is next. The third analysis is Sir William Slim's 1944 withdrawal to Imphal-Kohima in Burma. The historical examples provide insights concerning the criteria each respective commander considered before deciding to conduct a retrograde operation.